Common use of Binding Effect; Assignability; Termination Clause in Contracts

Binding Effect; Assignability; Termination. This Credit Agreement shall be binding upon the Borrower, the Servicer, FCI, FAC, Triple-A, the Collateral Agent, the Administrative Agent, the Surety, the L/C Bank and their respective successors and permitted assigns (which successors of the Borrower shall include a trustee in bankruptcy), and shall inure to the benefit of each such Person, and each of their respective successors and permitted assigns. None of the Borrower, the Servicer or FCI may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of Triple-A, the Collateral Agent and the L/C Bank. The L/C Bank may not assign any of its rights and obligations hereunder, under the Letter of Credit or any interest herein without the prior written consent of Triple-A, the Surety and the Collateral Agent. Each of Triple-A, the Collateral Agent, the Administrative Agent, the L/C Bank and the Surety may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of the Borrower or the Servicer. Without limiting the foregoing, the Borrower hereby acknowledges that Triple-A has agreed pursuant to the Liquidity Agreement, the Liquidity Security Agreement and certain related agreements that, subject to the restrictions set forth therein, and under certain circumstances as described therein, certain parties providing credit enhancement and/or liquidity for Triple-A in connection with the Credit Agreement (including, without limitation, the "Liquidity Collateral Agent" under the Liquidity Security Agreement), shall be entitled to exercise Triple-A's rights under this Credit Agreement and in addition, shall constitute third-party beneficiaries of this Credit Agreement. The Borrower hereby consents to the foregoing and agrees to cooperate with any such Person electing to exercise Triple-A's rights under this Credit Agreement. This Credit Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Termination Date, as the Collection Date shall occur; provided, however, that the rights and remedies with respect to any breach of any repre- sentations, warranties or covenants made by any of the Borrower, the Servicer, FAC or FCI (including, without limitation, the covenants of each of the Borrower, the Servicer and FAC under Sections 12.02, 12.03, 12.04, and 12.05), shall be continuing and shall survive any termina- tion of this Credit Agreement; provided further, however, that to the extent that a payment, transfer or deposit is made by or on behalf of any of the Borrower, the Servicer, FAC or FCI, to any of the Collateral Agent, the Administrative Agent, Triple-A, the Surety or the L/C Bank, which payment, transfer or deposit (or any part thereof) is subsequently invalidated, declared to be fraudulent or preferential or set aside and required to be repaid to any of the Borrower, the Servicer FAC or FCI, or its respective estate, trustee or receiver or any other Person, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the agreements hereunder in respect of such Obligations or L/C Bank Obligations or part thereof which had been so repaid, shall be reinstated and continued in full force and effect as of the date such initial payment, transfer or deposit occurred.

Binding Effect; Assignability; Termination. This Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, FCI, FAC, Triple-Athe Lender, the Collateral AgentHedge Counterparties, the Administrative Agent, the Surety, the L/C Bank Deal Agent and their respective permitted successors and permitted assigns (which successors of assigns. Neither the Borrower shall include a trustee in bankruptcy), and shall inure to the benefit of each such Person, and each of their respective successors and permitted assigns. None of the Borrower, nor the Servicer or FCI may assign any of its their rights or and obligations hereunder or any interest herein (i) without the prior written consent of Triple-Athe Collateral Agent and the Deal Agent, except that the Servicer may delegate the performance of its duties hereunder to an Affiliate of the Servicer with the prior, written consent of the Deal Agent (which will not unreasonably be withheld), provided that, notwithstanding any such delegation, the Servicer shall remain primarily liable for the performance of its obligations hereunder, and (ii) if such assignment may result in a withdrawal or reduction of the then current rating by each Rating Agency of Neptune's commercial paper notes, without the confirmation in writing from each Rating Agency that such assignment will not result in any such withdrawal or reduction of the then current rating. The Lender, the Hedge Counterparties, the Collateral Agent and the L/C Bank. The L/C Bank may not Deal Agent may, at any time, assign any of its their respective rights and obligations hereunder, under the Letter of Credit hereunder or any interest herein without the prior written consent of Triple-A, the Surety and the Collateral Agentto an Eligible Assignee. Each of Triple-A, the Collateral Agent, the Administrative Agent, the L/C Bank and the Surety Any such Eligible Assignee may assign at any time further assign its rights and obligations hereunder and or interests herein to any other Person without the consent of the Borrower or the Servicer. Without limiting the foregoing, the Borrower hereby acknowledges that Triple-A has agreed pursuant to the Liquidity Agreement, the Liquidity Security Agreement and certain related agreements that, subject to the restrictions set forth therein, and under certain circumstances as described therein, certain parties providing credit enhancement and/or liquidity for Triple-A in connection with the Credit Agreement (including, without limitation, the "Liquidity Collateral Agent" under the Liquidity Security Agreement), shall be entitled to exercise Triple-A's rights under this Credit Agreement and in addition, shall constitute third-party beneficiaries of this Credit Agreement. The Borrower hereby consents to the foregoing and agrees to cooperate with any such Person electing to exercise Triple-A's rights under this Credit Agreementan Eligible Assignee. This Credit Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Termination Date, as the Collection Date shall occurits termination; provided, however, that the rights and remedies with respect to any breach of any repre- sentations, warranties or covenants representation and warranty made by any of the Borrower, the Servicer, FAC Borrower or FCI (including, without limitation, the covenants of each of the Borrower, the Servicer pursuant to Article IV and FAC under Sections 12.02, 12.03, 12.04, the indemnification and 12.05), payment provisions of Article XI shall be continuing and shall survive any termina- tion termination of this Credit Agreement; provided further, however, that to the extent that a payment, transfer or deposit is made by or on behalf of any of the Borrower, the Servicer, FAC or FCI, to any of the Collateral Agent, the Administrative Agent, Triple-A, the Surety or the L/C Bank, which payment, transfer or deposit (or any part thereof) is subsequently invalidated, declared to be fraudulent or preferential or set aside and required to be repaid to any of the Borrower, the Servicer FAC or FCI, or its respective estate, trustee or receiver or any other Person, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the agreements hereunder in respect of such Obligations or L/C Bank Obligations or part thereof which had been so repaid, shall be reinstated and continued in full force and effect as of the date such initial payment, transfer or deposit occurred.

Binding Effect; Assignability; Termination. This Credit Agreement shall be binding upon the Borrower, the Servicer, FCI, FACAg Services, Triple-A, the Collateral Agent, the Administrative Agent, Agent and the Surety, the L/C Bank Surety and their respective respec- tive successors and permitted assigns (which successors of the Borrower shall include a trustee in bankruptcy), and shall inure to the benefit of each such Person, and each of their respective successors and permitted assigns. None Except for the assignment pursuant to and in connection with the Third Amended and Restated Loan Agreement of even date herewith among Ag Services, the financial institutions from time to time party thereto as "Banks" and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch as "Administrative Agent" and "Collateral Agent" thereunder, to which Triple-A and the Collateral Agent hereby consent, none of the Borrower, the Servicer or FCI Ag Services may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of Triple-A, the Collateral Agent and the L/C Bank. The L/C Bank may not assign any of its rights and obligations hereunder, under the Letter of Credit or any interest herein without the prior written consent of Triple-A, the Surety A and the Collateral Agent. Each of Triple-A, the Collateral Agent, the Administrative Agent, the L/C Bank Agent and the Surety may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of the Borrower or the Servicer, and Triple-A may at any time assign its rights and obligations hereunder and interests herein to any other Person with the prior consent of the Borrower, which consent shall not be unreasonably withheld. Without limiting the foregoing, the Borrower hereby acknowledges that Triple-A has agreed pursuant to the Liquidity Agreement, the Liquidity Security Agreement and certain related agreements that, subject to the restrictions set forth therein, and under certain circumstances as described therein, certain parties providing credit enhancement and/or liquidity for Triple-A in connection with the Credit Agreement (including, without limitation, the "Liquidity Collateral Agent" under the Liquidity Security Agreement), shall be entitled to exercise Triple-A's rights under this Credit Agreement and in addition, shall constitute third-third- party beneficiaries of this Credit Agreement. The Borrower hereby consents to the foregoing and agrees to cooperate with any such Person electing to exercise Triple-A's rights under this Credit Agreement. This Credit Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Termination Date, as the Collection Date shall occur; provided, however, that the rights and remedies with respect to any breach of any repre- sentationsrepresentations, warranties or covenants made by any of the Borrower, the Servicer, FAC or FCI Ag Services and the indemnification and payment provisions hereof (including, without limitation, the covenants indemnification and payment provisions of each of the Borrower, the Servicer and FAC Ag Services under Sections 12.0211.02, 12.0311.03, 12.04, 11.04 and 12.0513.08), shall be continuing and shall survive any termina- tion termination of this Credit Agreement; provided further, however, that to the extent that a payment, transfer or deposit is made by or on behalf of any of the Borrower, the Servicer, FAC or FCIAg Services, to any of the Collateral Agent, the Administrative Agent, Triple-A, the Surety A or the L/C BankSurety, which payment, transfer or deposit (or any part thereof) is subsequently invalidated, declared to be fraudulent or preferential or set aside and required to be repaid to any of the Borrower, the Servicer FAC or FCIAg Services, or its respective estate, trustee or receiver or any other Person, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the agreements hereunder in respect of such Obligations or L/C Bank Obligations or part thereof which had been so repaid, shall be reinstated and continued in full force and effect as of the date such initial payment, transfer or deposit occurred.

Binding Effect; Assignability; Termination. This Credit ------------------------------------------ Agreement shall be binding upon the Borrower, the Servicer, FCI, FAC, Triple-AEagleFunding, the Collateral Agent, the Administrative Agent, the Surety, the L/C Bank Deal Agent and their respective successors and permitted assigns (which successors of the Borrower shall include a trustee in bankruptcy), and shall inure to the benefit of each such Person, and each of their respective successors and permitted assigns. None of the Borrower, the Servicer or FCI may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of Triple-AEagleFunding, the Collateral Agent and the L/C Bank. The L/C Bank may not assign any of its rights and obligations hereunder, under the Letter of Credit or any interest herein without the prior written consent of Triple-A, the Surety and the Collateral Agent. Each of Triple-AEagleFunding, the Collateral Agent, the Administrative Agent, the L/C Bank Agent and the Surety Deal Agent may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of the Borrower or the Servicer. Without limiting the foregoing, the Borrower hereby acknowledges that Triple-A EagleFunding has agreed pursuant to the Liquidity Agreement, the Liquidity Security Agreement and certain related agreements that, subject to the restrictions set forth therein, and under certain circumstances as described therein, certain parties providing credit enhancement and/or liquidity for Triple-A EagleFunding in connection with the Credit Agreement (including, without limitation, the "Liquidity Collateral Agent" under the Liquidity Security Agreement), shall be entitled to exercise Triple-AEagleFunding's rights under this Credit Agreement and in addition, shall constitute third-party beneficiaries of this Credit Agreement. The Borrower hereby consents to the foregoing and agrees to cooperate with any such Person electing to exercise Triple-AEagleFunding's rights under this Credit Agreement. This Credit Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Termination Date, as the Collection Date shall occur; provided, however, that the rights and remedies -------- ------- with respect to any breach of any repre- sentationsrepresentations, warranties or covenants made by any of the Borrower, the Servicer, FAC or FCI (including, without limitation, the covenants of each of the Borrower, the Servicer and FAC under Sections -------- 12.02, 12.03, 12.04, and 12.05), shall be continuing and shall survive any termina- tion ----- ----- ----- ----- termination of this Credit Agreement; provided further, however, that to the -------- ------- ------- extent that a payment, transfer or deposit is made by or on behalf of any of the Borrower, the Servicer, FAC or FCI, to any of the Collateral Agent, the Administrative Agent, Triple-A, the Surety Deal Agent or the L/C BankEagleFunding, which payment, transfer or deposit (or any part thereof) is subsequently invalidated, declared to be fraudulent or preferential or set aside and required to be repaid to any of the Borrower, the Servicer FAC or FCI, or its respective estate, trustee or receiver or any other Person, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the agreements hereunder in respect of such Obligations or L/C Bank Obligations or part thereof which had been so repaid, shall be reinstated and continued in full force and effect as of the date such initial payment, transfer or deposit occurred.